Heart to Heart
by VenomSymbiote
Summary: A conversation between Mary-Jane and Felicia leads to some unusual and exciting consequences for Peter's love life. Lemon, M/F/F, F/F, WAFF.
1. Confession

_Acknowledgments to_ unicorn_lord _, who wrote the original version of this fan fiction,_ "What the Heart Wants," _in 2011, but then never completed it. I've decided to rewrite and finish it myself, since it was such a good piece of smut. I hope you all enjoy this version,_ "Heart to Heart."

Mary-Jane was very surprised at herself. She couldn't be seriously considering this. Peter would never have put this option out there to begin with; he was far too loyal and loving to ever be that bold. That was one of the reasons why Mary-Jane was seriously considering it.

A three-way relationship with Black Cat? It was Felicia's idea.

* * *

Less than an hour ago, Felicia had called Mary-Jane to the roof of Mary-Jane's apartment building. How she even got that number, Mary-Jane didn't know, but she assumed Felicia probably stole it, as she did everything else.

Mary-Jane pushed the door open to the roof, shivering as the cold air began to hit her. _How Peter and Felicia run around with nothing but tights on is beyond me._

There, sitting on the ledge of the building, too close to the edge for Mary-Jane's comfort, was Felicia. Her white hair flowed down her back, the night wind occasionally moving it. She was fidgeting, playing with her hands, looking uncharacteristically nervous. She was dressed in her aptly named catsuit, the binding black latex showing enough of her frame to prove that she was indeed as sexy as she looked. _How is she showing so much cleavage in this cold?_ Mary-Jane wondered again.

Mary-Jane's own body, no less impressive than Felicia's, was more comfortably dressed in a plain hoodie and sweatpants. Perhaps it made her look tired, but Mary-Jane didn't care. She was going to stay as warm as she could.

"Felicia?"

The Black Cat was startled by the very person she had called to meet. That was also unlike her, Mary-Jane noticed, and that worried her too.

"Mary-Jane?" Felicia squeaked. "You're here! I was sure you'd blow me off."

"I don't know why you would think that. When have I ever ignored you?" In truth, Mary-Jane and Felicia weren't exactly close. She knew what the Cat was like from Peter; she had respectfully maintained that distance. But despite the small tension, the two were at least on friendly terms, and had chatted from time to time. In fact, they had once taken in a movie together. That was the time Peter was supposed to go, but his responsibilities often had to come first. Mary-Jane was used to that.

"What's wrong? Where's Peter?" Mary-Jane said, worried. She knew Felicia was never this… shy, for lack of a better word, even when Peter was hospitalized from his injuries. It was concerning. "He's okay, right?"

"What?" Felicia said, drawing her attention away from her thoughts and to the redhead in front of her. "Oh, Pete? He's fine, so far as I know. This has nothing to do with him. Well… okay, it does, but he's fine."

Mary-Jane let out a sigh of relief first, but then raised an eyebrow at Felicia. Felicia turned around and stood, lowering herself off the ledge. She seemed unable to meet Mary-Jane's gaze. Indeed, Felicia just looked down at her feet (or at least she tried to; her large breasts obscured them completely). She took a deep breath, wrapped one arm around her other, and with all the fury of a kitten, finally spoke.

"Mary-Jane… we're friends, right?"

 _Uh-oh. I don't like where this is headed._

"…Yes?" That was true enough, Mary-Jane thought, even though she could count on one hand the number of times they had interacted with each other.

"Friends share things, right?" If Mary-Jane had a spider-sense like her husband, she was sure it would be going off right now.

"Uh, yes?"

Felicia moved closer to Mary-Jane. Mary-Jane felt an urge to back away, but for some reason she held her ground. Felicia was now within arm's reach of her.

"Mary-Jane… I've been thinking."

"I think that's the problem." Felicia's nervousness was weirding her out, and Mary-Jane tried lightening the mood with a joke.

It took Felicia a moment to catch on, and a smile made its way across her face like sunshine. She tried stifling a laugh, but she couldn't, and she giggled for a moment, before composing herself.

"That's not funny, I'm trying to be serious," Felicia said. "You're starting to sound like Peter."

"Well, I am his wife." Mary-Jane said matter-of-factly. "You'd expect that."

Felicia's smile slowly vanished, and she lowered her head again. She brought her index fingers together, and started fidgeting again.

"Yeah, about that… Um…. Fancy having a partner?"

"What?" Mary-Jane said, confused. She raised her hands, but Felicia was faster, grabbing Mary-Jane by the wrists. Felicia rubbed her wrist with her gloved thumb.

"Felicia, what are you—"

"Just give me a second and hear me out! Look, I know what you're worried about. You're his wife, I get it. I'm not trying to take Peter away from you. I can't." Felicia's tone was as though she were confessing her biggest secret.

"Besides, I like having you as my friend. I'd even say you're my best friend."

Mary-Jane was growing increasingly uncomfortable with her. She herself was still trying to understand whether they were friends to begin with.

"Felicia…"

"But I can't lie and tell you that I don't love him, because I still do," Felicia said softly.

Mary-Jane cringed slightly, but said nothing.

"Pete doesn't get enough appreciation for what he does, don't you think? He's always getting reamed by the Bugle, or whoever."

Mary-Jane frowned. "That's what I'm here for, Felicia. Peter's always trying hard—"

"See, that's exactly my point. Pete's always trying hard for other people." Felicia pulled Mary-Jane closer to her, until they were standing breast-to-breast.

"Mary-Jane… I like you. You know that, right?"

"Yes, Felicia, you told me that before."

"How do you feel about me?" she asked.

Mary-Jane hesitated, realizing the intimacy and the vulnerability of the situation she was in. _Oh, why couldn't she just tell me what's going on?_

"Felicia, right now you're making me feel very uncomfortable." Mary-Jane picked her words carefully. "And normally, well… I think you're alright. You're kind, and usually sincere. I don't know that we're really friends, but I'm not opposed to the idea. But you need to tell me what you want, right now, or else I'm leaving."

"Mary-Jane, the truth is…" Felicia looked as though the words refused to come out of her mouth. "The truth is… I… I love you."

Mary-Jane froze.

"What?"

"I love you," Felicia repeated, in a tone that reminded Mary-Jane all too well of the schoolyard confessions she had received as a young girl.

"Felicia, you can't be serious?!"

"I am," she said coolly, and her face was as serious as Mary-Jane ever saw it.

Mary-Jane squirmed free of Felicia's grip. Felicia reached out to her again, but Mary-Jane stepped back.

"What the hell are you talking about? What's the matter with you?"

"I love both of you," Felicia said, shrugging. "I know, it's strange, I'm honestly still dealing with my new feelings." She sighed. "I couldn't have him to myself, but instead of moving on, I fell for his wife too. Go figure."

Mary-Jane was still stunned. "You called me up to _confess_ to me?"

Felicia blushed. "Uh, well not exactly. I haven't gotten to that part yet."

Mary-Jane didn't know what to think anymore. She had been expecting, halfway at least, for Felicia to say that it wasn't working, that Peter was too big of an obstacle for them to be friends, and that she was saying goodbye. But instead, here she was, the object of a confession from another woman. And not just any woman—her husband's ex-girlfriend of all people.

Felicia reached out again, and oddly enough, Mary-Jane let her. Felicia pulled her breast-to-breast again.

"Felicia, I don't know what to say. I mean—"

What Mary-Jane should have done was pushed her away, immediately. She should have shoved her back and ran back towards her apartment, locking the doors. She should have done anything else.

But instead, as Felicia softly kissed her, Mary-Jane could only stand in shock, and kiss back a little. A little slowly became a lot. She tasted like strawberries.

Mary-Jane finally realized why Peter had such a hard time saying "No" to Felicia in the past. The woman was not only gorgeous, with her white hair and full curves, but her kiss was so soft, so gentle, her tongue sliding around hers, that she simply melted right through whatever flimsy resistance Mary-Jane put up.

Finally, Felicia pulled back, smiling at the small trail of spit the two had swapped.

Mary-Jane could not help herself, the words coming out unintentionally. "Wow…"

That was how Mary-Jane learned that straight women could, in fact, kiss girls and like it.

"Mary-Jane," Felicia began, "I'm not trying to get at Peter anymore. The reason I called you here, is because I wanted to ask if you want to share. Not just him, but yourself too. I… I want to be the second wife. A lover to both of you."

Mary-Jane's head was spinning, her thoughts confused. "Um, I'm pretty sure that's illegal," she pointed out. Mary-Jane pushed Felicia away again, but much more slowly. She could not bring herself to say the obvious response. She wasn't even sure if she was ready to.

"It doesn't have to be such a formal arrangement. But… it's the only way I see myself being able to love him, and myself… with you along for the ride."

Mary-Jane fumbled her words, trying to find something to say.

"Felicia, I've… I mean, that's a really big bombshell you just dropped. I mean… I… I don't really know what I mean. Wow."

Felicia smiled again, a genuine one. "I should have given you a bigger taste of what Pete got, you would have agreed without hesitating," she joked.

"Yeah, Pete," Mary-Jane said absently. They both thought about him. _What would Peter say, anyways?_ He was always being the good boy. He'd probably think he'd go to hell for even thinking of such a thing. Not that it was a problem; he had been there twice already and had still been back for dinner.

But he would he hate Mary-Jane for even considering it? Call her a slut or a whore? _No, he's not like that_. Even so, what about Felicia herself? Would this destroy his relationship with Black Cat? Would he accuse her of trying to worm her past into Mary-Jane's life?

Mary-Jane found herself worried. As much as she loved her hubby, he was too much of a wild card to be told about this.

"You… You really want this?" Mary-Jane asked. "I mean… You… You really want to try and do this? You know this could—"

"Destroy everything we have?" Felicia finished. She tried to muster her usual sexual luster. She needed to be confident now. Her secret was out. "Kitten, we're a little past that part, wouldn't you say?"

Still, Felicia was as nervous as she had been at the start of the conversation, and she could not help but blurt out what she wanted.

"So… what do you say?" For a few seconds that felt like hours, Felicia waited for Mary-Jane.

"I'll… I'll think about it?" Mary-Jane seemed just as surprised at her response as Felicia did. She was sure that if Felicia had cat ears, they would have twitched happily. Felicia's tone instantly perked up, as though some hidden pain inside her had finally ceased.

"Really, Mary-Jane? You'll really think about it?"

"Give me time. A week at least. I'll… call you?" Mary-Jane said.

"Promise?" Felicia asked, her usual luster in full flow again. "No running away now, Sweetie. If you take longer than that, I'll just use my little nose and sniff you out." She tapped her nose, and allowed herself a small laugh, more out of relief than humor.

"I promise," Mary-Jane said, her arms up in surrender. Felicia turned towards the skyline, her back towards Mary-Jane, allowing the redhead a full view of her ample derrière, hugged by the tight latex.

"Mary-Jane… don't tell Peter."

"Only if you don't," Mary-Jane replied.

"Thanks for listening to me," Felicia said sincerely. Nodding towards Mary-Jane, she jumped off the ledge, disappearing from her view.

Mary-Jane stayed on the rooftop for a long time, quietly thinking. She brought her hand to her lips, her brain racing around Felicia's kiss. She could tell from Felicia's upbeat demeanor towards the end that she fully expected her to say yes. Of course she did. She had to be. From her point-of-view, she'd just risked her standing relationships with her friends. She would not have done so unless she was sure it would work out.

Mary-Jane, on the other hand, was confused beyond belief. She loved Peter with all her heart. Any other woman would have instantly slugged Felicia and called her a bitch for even suggesting such a thing. Any other woman would have screamed, or tried to attack her. But Mary-Jane… Mary-Jane wasn't a normal woman. She was married to Spider-Man, had been almost killed more times than she could count, and was now best friends with her husband's ex-girlfriend. She could handle this, couldn't she?

That was the part that worried Mary-Jane the most. She was legitimately thinking about it. She couldn't believe it, but… she was not actually opposed to the idea of a three-way relationship with Felicia.

It wasn't as if Felicia were some hag or some terrible influence on Peter. Okay, maybe she was the latter. But if she thought about it rationally, she might even see it was a blessing. It would, for starters, solve the awkwardness that existed whenever Peter was around them both, trying his best to divide his attention equally between them.

If she had ordered her specifically, she could not have been offered a better blend of what she wanted. Not just any woman for Peter. His ex-girlfriend. Not just any woman for herself. A woman she was already attracted to.

But what of Felicia's love? And what of those bonds that had made her marriage with Peter work? What of having things in common, things to share, things that made them enjoy each other's company?

She didn't know about any of those things with Felicia because she'd never had the chance to find out. Theirs had been a… complicated relationship from the start. And had it gotten any better?

 _I'd even say you're my best friend._

Mary-Jane sighed. _Poor Peter_ , she mused. _He thought he had enough problems trying to satisfy me. Now he'll have to deal with_ two _of us._

If she did agree, Mary-Jane could already imagine what she and Felicia would do to him. It made her face blush crimson.

"Geez, I'm getting just as bad as Felicia," she joked to herself.

* * *

After a while, Mary-Jane made her way back to her apartment. She opened the door, and smiled as she heard rustling from the kitchen.

"Hey Tiger," she said, in her most sultry voice.

Still dressed in his costume (uniform, Mary-Jane corrected herself), Peter was in the kitchen, his face as happy as a child in a candy store. His mouth was stuffed full with a sandwich, black forest ham by the looks of it. A bag of potato chips was ripped open. Good stuff.

"MJ!" he said, excited. "Um, are you going to the gym?"

She rolled her eyes. "No."

"Then why are you dressed to go outside?" When Peter had left earlier to go on patrol, she had told him she had been planning on staying in today. Which was true, but not only had it been cold, the only other options she had for clothing were a loose button shirt, or a little, pink silk number that dared the world to call it underwear.

"Did the heater break?" Peter asked.

"I had to talk to someone," Mary-Jane said. A primary rule of marriage: tell as much truth as you can. Especially to Peter.

"Oh yeah? Who?" he said, taking another big bite out of his sandwich.

"Felicia," she said. She laughed as she watched Peter struggle against his newest enemy: a delicious piece of ham sandwich that had suddenly lodged itself in his throat. He took a swig of water he had ready, just in case such a thing happened.

Peter didn't like the thought of Felicia and Mary-Jane getting all friendly, and his face showed it. He knew. Oh, he knew. Girls don't befriend the ex. They keep them close. Just in case.

Not that he had to worry about any of that. Sadly, he was completely faithful to Mary-Jane. Alright, perhaps sadly was not the right term. More like thankfully. Still, Felicia was Felicia. It was not hard to imagine her lying about her relationship with him being less than professional.

"Guilty of something, Peter?"

"MJ!" Peter said, surprised.

"Relax, I was kidding. She was just here to talk." That was also true. She did enjoy teasing Peter. She loved it when he became all flustered. Mary-Jane crossed her arms underneath her breasts. "Although you're not helping yourself. Anything you want to confess?"

Peter had long ago determined the correct response to such an allegation. "I love you?"

"Uh-huh."

"Um…" he said, desperately trying to find a way out of Mary-Jane's line of friendly questioning. "What did you two talk about?"

Now it was Mary-Jane's turn to freeze. She brought her hand to her lips again, thinking about Felicia's body pressed against hers. She brushed the thought aside. "A movie," she lied, though a small one.

"Oh, the one I missed?" Peter said. "Sorry about that, by the way," he quickly added, realizing he was digging himself into a bigger hole.

"Peter, that was weeks ago. Stop apologizing already."

"Sor—I mean… um, sorry?" Mary-Jane couldn't help but smile at him, and gave him a peck on the cheek for his efforts. He quickly swallowed down the last of his sandwich, and he pulled Mary-Jane for a deeper kiss.

After a moment, he withdrew, an innocent smile on his face. "Is that some new chapstick you're using? Tastes like strawberries."

Mary-Jane blushed, her eyes widening in worry. She brought herself under control, and mustered all the courage she could to reply.

"Do you like it? The taste?"

"Yeah. It's new," he said, smiling.

"Not really," Mary-Jane said, "I just don't use it often. I was thinking of trying some different things for you."

"Whatever you want to do is fine, Mary-Jane. As long as I got you, I'm fine."

Mary-Jane felt like she was going to cry. Peter was sometimes too perfect. She really did have a wonderful husband, who tried so hard to make everybody happy. She should be trying her hardest to make him happy.

It was still far too soon for a reply, but… she was going to have to talk to Felicia about this.

 _To be continued..._


	2. Photo Shoot

On any given day, one could look up at the New York sky, and have a chance of spotting any of the city's super powered residents. It was not uncommon to spot Iron Man. Every so often, the Quinjet could be seen. In Queens, spotting Spider-Man was a daily occurrence.

Today however, any reporter would have loved to have snapped a photo of what New York was beholden to today: Felicia Hardy, the Black Cat, wrapped suggestively around the back of a flustered Spider-Man. He desperately tried to ignore Felicia's delicate, and roaming, hand over his body.

He didn't intend to meet up with her. Honest. Felicia's line snapped in a fight with the Rhino, and she needed a ride home. He was just helping out a friend.

Peter hoped that he really was the only one who took photos of Spider-Man; he didn't want to explain to Mary-Jane why Felicia was nibbling on his shoulder. Something which he had already complained to her was dangerous for both of them.

Finally, the two found themselves near an abandoned warehouse, Felicia's current home base. Peter didn't go in. He really didn't feel like arguing with her about her lapses into thievery. Besides, she had this thing about trying to seduce him, which always worsened whenever she managed to get him alone in a building. At least outside, he could escape if need be.

Felicia walked away, her supple behind swaying with her steps. Despite Peter's best attempts, he found himself looking. At times like this, he was glad his mask covered his eyes.

Still, Felicia was not blind. When Peter raised his head ever so slightly, she knew where he had been staring. She turned her head at him.

"Got something on your mind, Spider? Me, perhaps?" Felicia allowed her lust to flow into her voice.

Peter knew what she was doing, but embarrassed that he had been noticed, he changed the subject.

"Uh… What did you to say to Mary-Jane when you saw her?"

Felicia froze. She had tried hard to push those thoughts out of her head, leaving them for whenever Mary-Jane decided to call. There was no use in worrying, especially when she was out and about. Mary-Jane had said she needed a week, and Felicia was trying her best to respect that. _But's it's been more than that now_ , she thought sadly.

"Nothing," she replied. "Why? What did she say?" Felicia tried to keep her voice cool, but Peter wasn't buying it.

"What did you say, Felicia?" he pressed, becoming annoyed. "I swear, if you did anything to ruin my relationship with MJ—"

Felicia sighed. "Really, Spider? I'm jealous I can't have you, I'll admit that, but I'm not a home wrecker." _Sort of_ , she thought. "It was just girl talk. You know, embarrassing stuff."

Peter suddenly became silent, his irritation vanishing. "… I don't want to hear the rest of this, do I?"

"Do you like fluids?" Felicia asked.

Peter shook his head and covered his ears, acting in playful disgust.

"Good boy," Felicia said.

"Woof," he chirped. She couldn't help but laugh.

"Thanks Spider," she quipped. "I'll see you around. Thanks for the ride."

"Your friendly neighborhood Spider-Man, at your service," he replied, before shooting a web line at the nearest building. She wove him goodbye, and soon he vanished into the city.

As she stepped inside the warehouse, Felicia grabbed her suit's zipper, which was hanging out underneath her belly button. She pulled it down, and stepped out of her outfit. Because it hugged her skin so tightly, the suit left no room for undergarments; she was naked under it, a fact which she was sure Peter noticed. Her large breasts appreciated being free of their confines, and her hips were free to sway, unrestricted by latex.

It was cold in the building, but it didn't bother her any. Absent-mindedly, her hand trailed to the area just below her stomach, to caress the heart-shaped Spider-Man tattoo that she would never, ever remove. It was her favorite.

Making her way to the dresser, which she "borrowed" from some local crime bosses, she pulled out her best bustier, and a black thong. With some matching leather pants and a killer jacket, she was nearly ready to head out.

In the past, she would have needed to remove a wig—but she had long since dyed her hair, her hair everywhere, platinum blonde. A quick lookover in the mirror next to the dresser confirmed that.

Felicia looked good. But she couldn't take it anymore. She needed to talk to Mary-Jane.

* * *

Mary-Jane shivered. _This guy's hands are colder than Peter's after he's done a patrol in a blizzard._ That was the problem—when it's winter in New York, it is also _winter._

"Now pout for the camera," Frando said, snapping pictures furiously. She puckered her lips, moving her bare chest towards the camera, her breasts fully covered by the male actor's hands. She once asked if Peter could do this; she was never fully comfortable with even respected male actors touching her. Sadly, they didn't let him.

This shoot was for a magazine called _Maxium_ , and the theme, supposedly, was "Sexy co-Stars." _An original idea_ , Mary-Jane mused. Michael, the male actor, was a new face in a movie Mary-Jane had just finished shooting. He had been nervous about a semi-nude shoot. They had props to hide the most explicit stuff, but it had taken a good ten minutes to talk him out of his underwear, and then another three to get him to use his hands to cover her breasts. Mary-Jane didn't mind; it had taken her a long time to get used to that at the beginning of her career.

Despite playing a ladies' man in the movie, Michael had a difficult time speaking to girls in real life. Mary-Jane found it cute. He was constantly asking if "Mr. Parker" would get mad seeing the photos.

"I'm sure you'll know if he is," she teased. Peter and Mary-Jane were very secure in their relationship. She wasn't worried, and neither was he. Still, she found it amusing to imagine Spider-Man stalking a celebrity and webbing him to the side of his house.

"Okay, we're done!" Frando said. Mary-Jane quickly grabbed the white robe the photographer's intern handed her, and then made her way to Frando's table, where the photos were being uploaded to the computer.

Secure as they were, Peter had still been uneasy about her movie's racy sex scene. But he understood that work was work, and in the end, he knew that Mary-Jane never went beyond what she had to or was comfortable with.

 _It's nice to have my husband's implicit trust_ , she thought. _He deserves nothing less from me._

She loved her marriage. And yet, she again thought of Felicia, for what seemed like the millionth time. She could not stop thinking about that day. Or that kiss.

She had liked it. She had really liked it. It had taken her two days to admit to herself that she'd make out with Felicia regularly if she was single. Or if she was in a three-way relationship. Her strawberry taste lingered in her mind. Her breasts, big and soft and perfect, pressed up against her…

She shivered, and gasped when she realized she was getting turned on by the idea. She shook her head, getting rid of the thoughts, and focused on the task at hand.

"I like this one, Frando," she said, looking through the roll of photos on the screen. The photographer took note: it was s picture where Michael was holding her chest to chest, showing plenty of side boob but no nipple, his hand pulling her thigh up and across his pelvis. His strong eyes looked down at his true love, while she was facing the camera, biting her lip and nuzzling his chiseled body.

"Sexy, kitten," Mary-Jane heard from behind. She froze, then turned around to see a platinum blonde woman, dressed in attire that was not appropriate for winter. Skin tight pants, a white bustier that increased the presence of her already impressive bust, itself covered by a silver fur-lined (what else?) leather jacket.

"Felicia? How did you get in here?" Mary-Jane asked. _First my number, and now she shows up at work?_

Frando looked her up and down. "Need me to call security?"

"Would it help?" Felicia said, unimpressed. Mary-Jane chuckled.

"No, it's alright. Frando. She's a friend, not a stalker."

"Yeah," Felicia said, coming in close to Mary-Jane and slipping a hand into her robe, giving one of her breasts a good squeeze, and smirking when she let out a gasp. "I'm her lover," she teased.

"Felicia!" Mary-Jane said, pulling her hand out. Felicia giggled, but Mary-Jane scowled at her. She saw everyone staring at them. She had to draw the line, right now.

"That's enough. Don't do that again. I don't need rumors spread around about me."

"Sorry," Felicia said, her apology clearly insincere. "Got somewhere we can talk? Privately, I mean."

Mary-Jane took a deep breath, and looked at Frando, who seemed worried. "Yeah, my dressing room."

"Great. Lead the way, kitten."

Mary-Jane turned and started walking, noticing Felicia trailing a little behind, looking at her walk. She smiled with some satisfaction, happy that she was impressive to both sexes, and especially to a woman who could rival her in looks. She popped her butt a little more with each step, as she walked down the hallway to her dressing room.

Suddenly, Mary-Jane had an idea. An awful, dirty, wonderful idea. She motioned for Felicia to wait for her in the dressing room, and then rushed back to Frando.

"Frando?" she said.

"Want me to call the police?" he immediately asked. Mary-Jane shook her head, smiling.

"Would you mind waiting for a private shoot later?"

Frando's brow perked up, and in a moment of clarity, he understood. Mr. Parker was a lucky man. This was the third time he'd been asked to help with Mary-Jane's presents for her husband. She was smart enough to ask for the cards afterward, but he didn't mind; she usually bought him a fantastic dinner date with Dante, in exchange.

And, Mr. Parker always sent him his best regards.

"I believe I have enough memory for a few more photos. But don't make me wait too long. You know how Dante gets when I'm late. You owe me again!"

"Thank you, Frando. Just name the restaurant," she replied.

Frando smiled. He knew exactly the place.

* * *

Felicia sat on the couch in the dressing room, waiting for Mary-Jane to return. It was plush, simple, but boring. Not like the leather one she had in her hideout. Hell, even the La-Z-Boy Peter and Mary-Jane had was better.

She was a little worried, and began to second-guess herself. Maybe showing up like this was a bad idea. Maybe she should have just let Mary-Jane call her, like she said she would.

 _Why did I come here?_ Felicia sighed and looked around the room.

She hadn't been lying, the night on the roof. She had found her attraction to Mary-Jane slowly creeping up on her. She realized it one night, when she was having a very hot dream of Peter working her from behind. As her fingers rubbed her stuffed pussy, she felt a hand wrap around her. A feminine hand, ringed, and as Felicia opened her eyes, Red had replaced Spider, stuffing her with a black dildo. Peter had moved to her head, smacking her gently across her lips with his impressive length. She said nothing, instead greedily accepting him as she plunged him into her inviting mouth.

She couldn't do anything but moan, as they both pummeled her, Mary-Jane's hand helping her rub her own little clit, her other hand on her thigh, pulling as she pushed every single inch of that black dildo into Felicia. Her moans grew louder and louder, until…

When her eyes popped open with her own orgasm, Felicia found her fingers deep inside her, and her pussy on fire. She had laid in her bed for what felt like forever. Her orgasm faded, and her throat cleared, and when it was all done, Felicia found her heart weary, and tears streaming down her face.

 _Fuck. Fuck! Why did it have to be Mary-Jane?!_ Felicia had tossed and turned in her own sweat and fluids, before deciding to take a shower. She had cried to herself, then. It was already painful enough to hang around Peter without being able to do more than tease him. But now, she would have to completely hold in her ravenous appetite for the sultry red head too.

And even that was getting harder and harder, since Felicia seemed to be diving deeper and deeper into her three-way fantasy. Her masturbation sessions had become so intense, she sometimes had visions of them both.

She had to get Mary-Jane to try on a maid outfit sometime. Peter had to take her upside down on the ceiling sometime.

Somewhere in it all, she had come to the decision. She could not handle it anymore. She needed to get in. Back in with Peter, in with Red.

She had fought over how to go about it for days. Mary-Jane was not going to be easily seduced like Peter was. She'd be loyal to him, and before the conversation, she had never indicated that she'd be interested in a relationship with Felicia.

It was like trying to solve a puzzle, when you threw away all the edge pieces, flipped it over so you could assemble it only on the brown cardboard side, and without having seen the picture to begin with.

Felicia had finally settled on the direct approach. _Tell Mary-Jane. Show her. It'll work out._

She hoped.

* * *

"Felicia?" Mary-Jane said, as she walked into her dressing room. Her words brought Felicia back to the present. "I thought I said I'd call you."

Felicia quickly withdrew her hands from her jeans. _Bad Cat. There'll be time for that later._ Hearing Mary-Jane's tone made Felicia's face flush, and she found herself twiddling her thumbs in embarrassment.

"I… got worried," Felicia said honestly. "We haven't even talked in the past week."

"Felicia." Mary-Jane had, in fact, come to a decision. A horrible, wonderful decision.

"Mary-Jane, wait-"

"I'm okay with the idea," Mary-Jane said.

Felicia's heart caught in her throat when she heard Mary-Jane's answer. For a moment, she couldn't say anything, and she just looked at the redhead with her mouth open. Mary-Jane strode over and sat down next to Felicia, smiling as she saw her reaction. Mary-Jane had to admit—Felicia was awfully cute when she was shocked.

"Really? I mean… Really?" Felicia felt like her happiness would burst out of her chest. She found herself second-guessing Mary-Jane's response, even as much as she wanted it.

"A-are you sure? I'd hate to make you uncomfo-"

"Oh, be quiet Felicia," said Mary-Jane, as she moved in towards the platinum-haired vixen for a kiss. Mary-Jane leaned in and pressed her soft lips gently against hers. Felicia sighed and let her lips part, allowing Mary-Jane to poke at her mouth with her tongue. She was rewarded for her effort, as she felt Mary-Jane wrap her arms around her, pulling her in closer. For a quiet moment, there was nothing but the gentle moaning of two attractive women as they shared a long-anticipated kiss.

Mary-Jane finally pulled away, and Felicia allowed herself a true sigh of relief. She pulled Mary-Jane into a hug, pressing her face into the other woman's shoulder. Mary-Jane returned the physical gesture.

"Thank you, Mary-Jane," Felicia said, a trace of joy entering her voice. "Thanks for believing me."

"Yeah," Mary-Jane said after a moment. She felt strange, realizing the line she had just crossed. Even if she trusted Felicia, that didn't mean they were completely set and ready to explore each other. This was just the first step. Felicia seemed to pick up on her worry, cocking her head and lifting her chin, so that they were face-to-face.

"What's wrong, kitten?"

"There's just… so much to this," Mary-Jane said. "I'm not sure where to begin. I don't want to go too fast." Mary-Jane reached over and took a strand of Felicia's hair. "We still need to get Peter to say yes, you know."

Felicia laughed, and for the first time in what felt like forever, she allowed her usual sexy self to surface. "That'll be easy, kitten. We both know what he likes." She winked at Mary-Jane. "One steamy little night, and we could get him to sell his soul to us."

Mary-Jane blushed, a belated smile appearing on her face. Already she was finding things in common with her new lover; she had been thinking the same thing.

"I think you're right. Speaking of which… I have an idea. How about we give Peter a little present? Something to mark… this occasion, if you will."

Felicia sat back on the couch, stretching her long legs. "A present? What do you have in mind?"

Mary-Jane winked at Felicia. "Have you ever wanted to be a model?"

* * *

Frando was prepared. By the time Mary-Jane had Felicia in robe, he'd already reset the lighting and had replaced the movie's background with a simple white backdrop, and had lined the floor with soft fur. As the two women walked out of the dressing room, they looked over the setup, which was complete with an elegant wooden box that match the décor.

Still, no setup could ever compare to the women themselves, clad only in the white robes, and nothing else. Amazingly, Felicia felt far more reserved about the upcoming shoot than Mary-Jane did, despite usually being the one far more comfortable showing skin.

 _Maybe it's because I'm doing it as Felicia, rather than the Cat_ , she thought to herself. Mary-Jane, for her part, was a supermodel for a living. At least this time she had a partner she wanted to be with. _And a gorgeous one too_ , she thought.

Felicia's long platinum blonde hair was let loose now, drifting all the way down to her supple behind. She was happy to borrow Mary-Jane's robe. It was silky, and soft, and oh so smooth and comfortable against her skin.

Mary-Jane's hair reached down to her breasts. She tied her robe over them with a soft knot, before calling out to Frando.

"Mary-Jane, honey, darling," he began, "we have forty-five minutes before Dante arrives. I'll leave you the card, and you can print what you want later, if we take too long, okay?"

"That's fine. Thanks for doing this, Frando."

"I do it for a seat at Eleven Madison Park, dear."

Mary-Jane gasped, knowing the exclusivity of the restaurant. Even she had not been there yet. Now she'd have to pay him for it.

"Eleven Madison Park?" Felicia said, also recognizing the name. "I can't even get in to bus there," she commented.

"It pays to be Frando!" He said cheerily. "I'll bill you later, Mary-Jane. Now, we are on a time frame here, yes?"

Felicia perked up, and turned towards Mary-Jane, her face beginning to flush.

"Your friend, she's a pro?"

"Nope," Mary-Jane said. "First time."

Frando walked over to Felicia, and opened her robe a little, looking her over until Felicia batted him away.

"She could be! What a wonderful body you have, it's a shame you don't model. What a waste!"

"I'll pass. This time is a huge exception." Felicia didn't relish the thought of having her face plastered everywhere. It was dangerous in her line of work. Plus, she liked her privacy.

"Suit yourself. I'll make this count then," Frando said. He waved to Mary-Jane, who nodded and brought Felicia to the middle. Mary-Jane tugged at the knot binding Felicia's robe, and Felicia did nothing as the robe fell away, exposing her naked body to Mary-Jane. Frando wasted no time, snapping shots furiously.

"Mary-Jane darling, this is why I don't like amateurs," he huffed. "All the sexual energy is gone. She's awkward. How can she look sexy when she looks scared?"

Felicia blushed, finding her usual sexiness gone again. It wasn't that she was scared, exactly. But she was nervous. She was completely nude in front of the woman she had fantasized about for weeks.

Mary-Jane looked at Felicia, and lowered her face to hers, touching her forehead. "Relax, Felicia. We'll make this work." She moved Felicia's hand onto her own robe's knot. "Now, think sexy, like you usually do. Peter will notice a mopey Cat. Even if you are naked with his wife."

Felicia needed no further coaching. _She's right._ She'd already been accepted. Now they just needed to get Peter to join. The hard part was done. The rest, she could handle.

The Cat was back. Felicia tugged at Mary-Jane's knot, a devious smile on her face as Mary-Jane's robe fell away. Her large breasts were now fully exposed, her areola as red as the hair on her head. Mary-Jane wrapped her arms gently around Felicia's neck, and trailed her fingers down Felicia's neck.

As the camera snapped endlessly, Mary-Jane kissed Felicia's neck. She returned the favor, gently biting Mary-Jane's skin. The photographer moved his lens closer, snapping pictures of Mary-Jane's beautifully-sculpted ass, just as Felicia reached down to give it a hard squeeze. Mary-Jane bit her lip, and looked at the camera. Felicia looked also, opting to bite her finger instead. As the camera moved to the side, their lust filled eyes followed the camera. Taking Mary-Jane's cue, Felicia and she switched positions, the same set of pictures taken again.

"There we go. Give Mr. Parker lots of love. Sexy! What do you say, Mary-Jane? Warmed up yet?"

"Very," she said, pulling Felicia into her lap, her arms spread wide, breasts exposed, and thighs pried apart.

"Mary-Jane?!" Felicia said, surprised by how much the redhead was controlling the situation. Normally _she_ took the lead with her partners!

The camera snapped. Felicia could not help it; she moaned, as a heat in her loins began to ignite. Her pussy began to dampen as Mary-Jane ran her hands up her milky white thighs. Up her waist. Up onto her breasts. Mary-Jane traced small rings around Felicia's nipples, causing the woman to moan again. Felicia hooked an arm around Mary-Jane's neck, as the redhead began to plant delicate kisses onto her breasts.

"Give her a chance, too," Frando said. Mary-Jane nodded, and pushed away from Felicia, who let out a sigh of discomfort. _Come back, kitten!_ She was beyond aroused now, but they weren't alone, so she'd have to hold herself together for a little bit longer.

 _I'm going to make you pay for this later, Red!_

Mary-Jane stood up on the white box, and offered one of her legs to Felicia. The other woman nodded, and she began to leave a trail of wet kisses on her thigh. The camera snapped away. Mary-Jane pulled Felicia up onto the box, and then pressed her body against Felicia's, their heavy breasts squishing against each other's.

The camera snapped away, preserving their eroticism forever. Mary-Jane motioned for Felicia to move behind her; Felicia didn't need to be told twice. Taking her cue, Felicia pressed her body up behind Mary-Jane's, then moved her hands up her waist until she was cupping Mary-Jane's breasts. It was the same pose she and the male actor had just done for the magazine cover. But this time, Mary-Jane had nothing to hide, and so reaching her arms up and around Felicia's head, Mary-Jane displayed her voluptuous breasts to the camera.

Her alabaster nipples hardening from the intimacy of the shoot, Felicia began to lose her shyness. Turning Mary-Jane around, she kissed her neck, and fondled her breasts tightly, eliciting a moan from Mary-Jane. She ran her hands down Mary-Jane's back, and Felicia gasped at the sight of a very familiar tattoo on the small of her back.

"When did you see me naked?" Felicia asked, smiling.

"It happens to be very popular, I'm told," Mary-Jane responded.

The two sat side to side, bringing their bare pussies to the camera when instructed. Felicia fought hard not to allow herself to drip. _How the hell does she do this for a living?! I'd have to finger myself between rolls if it was me._

"Mary-Jane, I'm on my last shots," Frando said. "You got something special you want?"

Usually, Mary-Jane had her fingers inside her for a finale. Peter loved those. This time, Mary-Jane looked at Felicia, ideas flying in her mind. But Felicia beat her to the punch.

"Kitten, let me finish this for you," she cooed. Felicia then pulled Mary-Jane down with her, so that both of their pussies were exposed to the camera, Felicia's ample ass high in the air. Mary-Jane grabbed Felicia by the thigh, and moved Felicia's pussy to her own, positioning themselves in a classic lesbian sixty-nine.

"Kinky," Mary-Jane said. "I'm sure he'll love that." The camera snapped.

Felicia was in a heightened state of arousal. The Cat was in heat, if you will. She could barely hear Mary-Jane words. All she knew was that there was a red delicacy, a red treasure, in front of her, and it was one she wanted more of. She summoned whatever self-control she had left to listen to Mary-Jane.

 _I swear Red, I'm going to fuck you so good after this._

"What did you say, Mary-Jane?" Felicia panted, her eyes glazed over.

"Give my pussy a kiss," Mary-Jane replied.

Felicia nodded, overwhelmed by the kindness of Mary-Jane's gift. Eyeing the camera with lust that could not be faked, she kissed the top of Mary-Jane's pussy, just on the hood of her clit. Snap. Mary-Jane twitched in pleasure. Felicia let her tongue graze her, which made Mary-Jane's toes curl. Snap.

Mary-Jane reached up, her hands gripping Felicia's ass, and she gave Felicia's pussy a kiss, right on her pretty labia. Snap. Her own tongue darted up, and she gave her blonde partner a full lick, causing Felicia to yelp. Snap.

"One last shot!" called Frando. "Same pose?"

"No!" Felicia said, a little too quickly. She looked at Mary-Jane, as she dismounted. "There's one picture I would like. Something I've always wanted to try with you."

Mary-Jane did not ask, but simply followed Felicia's instructions. For this last picture, they intertwined their legs together, until their pussies were touching. Breasts pressed together, hands entrenched in each other's hair, they shared one last kiss for the camera as they scissored each other.

Snap. Memory card full.

* * *

It took some effort—admittedly, a lot of effort—but Mary-Jane managed to pry Felicia off her. The two sat on the floor of the set, Felicia trying her best to calm herself down, and failing miserably. Her breathing came hard and fast, and her pussy was positively dripping. Mary-Jane, far more experienced, was only slightly wet from Felicia's excessive kissing, though no less aroused.

"Okay, Mrs. Parker," Frando said, plugging the memory card into the computer. He scanned the shots quickly, and printed them all, nearly sixty in total.

"Mr. Parker okay with this? If I remember, he's more straight-laced than a priest sometimes."

"She's his ex. Just thought he'd like it," Mary-Jane said with a smile.

"Oh hoh!" Frando replied, his eyes glinting. He grabbed the memory card again, and handed it to Mary-Jane. "I didn't think you had it in you! Dante and I could learn something from you!"

Mary-Jane looked at Felicia, who was still sitting and breathing heavily. The poor girl looked like her brain had melted.

Frando packed his gear, leaving the set as is. There was another shoot tomorrow, and there was no sense in cleaning it up now.

"Okay, Mary-Jane dear, see you later. Give Mr. Parker my regards!"

"I will," she replied. "Peter will love this, he'll be happy to. Say hi to Dante for me." She winked at Frando, who waved them off.

Mary-Jane walked over to Felicia, and pulled her up to her feet.

"Felicia, come on. Let's go get changed," she said.

That quickly turned out to be the best mistake she ever made.

 _To be continued..._


	3. Consummation

Mary-Jane had doubts. At one point. But Felicia's nimble tongue deep in her mouth, dancing and dashing around, teasing Mary-Jane as Felicia held her pinned against the dresser in her dressing room, had quickly dispelled them. Soon, the married woman was eagerly returning the favor, firmly grasping Felicia's platinum blonde hair with her nails, and grabbing Felicia's tongue with her lips and sucking on it.

"Mmm… mmm!" Felicia giggled. She'd never gotten a tongue job before, but she loved it. Their robes were long since discarded. Fully naked, with their bodies pressed against each other, their hands reached all over, uninhibited by any thoughts of loyalty or modesty. Felicia's hands roamed over Mary-Jane's long legs and shapely hips; Mary-Jane felt up Felicia's large breasts, and squeezed them with all of her pent-up lust.

Felicia felt Mary-Jane wrap her legs around her waist from her seat on the dresser. The feeling of her warm thighs wrapped tightly around her was driving her crazy. Felicia moved her hands from Mary-Jane's waist up to her breasts, breasts which made her both jealous and happy all at once. Mary-Jane gasped as Felicia rolled her thumbs around her nipples, long since aroused by Felicia.

She finally pulled her face away from Mary-Jane's, and instead placed her lips around Mary-Jane's breast, sucking as though she were a babe. The gasping redhead could only pant and moan as she nursed Felicia. One of her hands slowly moved to rub her exposed clit, while the other tended to her free breast.

Mary-Jane tried to reciprocate by tweaking Felicia's nipples, but she soon gave up, instead melting into Felicia's touch, draping herself over her, pushing her deeper, urging her to _fuck_ her, her hips convulsing and dabbing Felicia's stomach with juices, as she ached for more.

"Oh my god… Oh my god… Oh my god!" Mary-Jane said, through short hard breaths. Felicia dipped two fingers into Mary-Jane's wet pussy, rubbing them along the top of her walls, and teasing her clit as she pulled them upwards in a long, 'come hither' motion. Mary-Jane squealed as Felicia's ministrations racked her body with paralyzing pleasure.

Mary-Jane had to do something, anything! Felicia was going to make her nothing more than a slut at this rate!

She hoped!

"Felicia!" Mary-Jane screamed as she came, her legs trapping Felicia against her as a meteor of ecstatic sexual energy impacted her, the force causing her to soak her partner, making her wish that she never had to let her go.

Somehow, Mary-Jane managed to get herself a bit of needed air. She slipped her hand around Felicia's gorgeous ass, unblemished as a fresh canvas, and slipped a few long, thin fingers into Felicia's pussy, which was already pulsing and swollen from the earlier torment and teasing Mary-Jane had inflicted on the poor girl earlier. Felicia gasped, feeling Mary-Jane enter her, and released Mary-Jane's nipple from her mouth as she arched towards her.

"Oooh, Kitten!" Felicia cried, as Mary-Jane spread her digits wide, working in circles. She pumped her fingers in and out, as she took Felicia's lips with her own, kissing her roughly. Both of the women moaned; Felicia started to pump her fingers into Mary-Jane again.

"Fuck, fuck! Don't stop, Red!" Felicia begged, barely able to stand, her legs close to giving way. She screamed, a primal sound, as she finally came all over her beloved Mary-Jane, soaking the dresser with her love.

The fire in both of them was lit, and flaring high. Felicia's torment fueled her, and her sexual desire had immersed Mary-Jane as well. Felicia felt herself reaching her peak, as Mary-Jane rubbed her clit with her other hand. She worked Mary-Jane's own pussy with revitalized vigor, as she shoved her remaining digits into the red delight.

Mary-Jane heard Felicia's moans, her mews really, grow louder and louder, until Felicia was yelling uncontrollably. "Nyaaaahhh~!"

"I love it when you meow when we have sex, it's adorable," Mary-Jane said drunkenly, barely able to keep her own desperate cries low enough to keep the windows from shattering. They sped up, their hips pumping into each other's fingers, begging for more and more of their lover's touch, their pussies soaked as their juices rolled down their thighs, staining the dresser and the carpet below.

"MJ… MJ… MARY-JANE!" Felicia came first, unable to continue anymore. A bolt of lightning coursed through her, and her muscles tensed as she shivered all around. She somehow managed to let out a final yell, as her hands clamped painfully down onto Mary-Jane's hands, trapping them there to be drenched by her flooding pussy, her juices spraying out intensely.

Seeing the spectacular results of her own work, Felicia's orgasm triggered Mary-Jane's own orgasm, her legs flailing about as she bucked and kicked with her clenching body, her eyes rolling back, as she quietly came for her lover. She didn't scream, instead clenching her teeth and throwing her head back, nearly bashing into the dresser mirror. Her juices slipped to the floor, mixing with Felicia's.

Felicia's legs finally gave way, and she toppled backward, dragging Mary-Jane down with her. The two crashed to the floor, but they didn't bother to get up. Instead, they laid there together, for an endless moment, gasping for air. Mary-Jane rolled onto her back, her eyes locked onto her new lover, Felicia. They both resisted the urge to sleep; getting caught naked with another girl was not something they were ready to explain.

Felicia, always a physical girl, moved her leg over onto Mary-Jane's body and embraced her, resting her breasts on Mary-Jane. She took a strand of Mary-Jane's brilliant red hair, and wrapped it around her finger.

At last, at long last. Mary-Jane was hers. She was overwhelmed by a feeling of fulfillment, and gently nuzzled her lips across Mary-Jane's cheek. A brilliant smile made its way across her face as she snuggled the other woman.

"Wow," Mary-Jane said finally. "Now I know why Peter had a hard time saying no to you."

Felicia found a laugh in her, and showed it to Mary-Jane.

"I'm really nice once you get to know me," she said. "Believe it or not, I'm not just some stupid bimbo wearing skintight latex. I have feelings too. Not that I think you thought that, but… a lot of people do."

"Speaking of Peter," Felicia continued, "How… exactly, do you think we should go about this with him? I never thought I'd get this far, to be honest." Felicia laughed again. "My plan stopped here, actually."

Mary-Jane smiled, rolling over and kissing Felicia gently on the lips.

"I'm surprised you've forgotten," Mary-Jane said. "His birthday is next week. What do you think those photos are for?"

Felicia's eyes opened up, and her mouth let out a slient 'Oooooh'.

"And here I thought you just wanted photos of me for your own use," she teased.

"Well, that too, I won't lie," Mary-Jane said. She sat up on the floor, and her hair descended to her breasts, covering them in a very erotic way.

"Still, like I told you before, I… I don't think I'm quite ready to let him know yet. I don't want to move too fast. And Felicia, while what we did right now was… wonderful, and I can't wait to do it again, the fact is, I still hardly know you."

Felicia sat up then, realizing that Mary-Jane was letting her heart open up.

"Part of that has been my fault. I really only know what Peter has told me about you. You know him. He's honest. To me, you've always been kind of… shady, in a way. I've kept my distance from you—and from him—intentionally, for a good reason. Your history makes things… complicated."

Felicia cast her eyes downward. "No argument so far..." she said quietly.

"But you were right about something," Mary-Jane said, turning to face Felicia. "You are nice, once I got to know you. I guess that's what I'm asking for, Felicia. A chance to get to know you. Peter had one. I haven't. It's only right."

She ran her hand across Felicia's cheek. "And with us now… together, if you will, there's really no reason…"

"No reason?" Felicia repeated, her voice soft, eager to know what Mary-Jane wanted.

"Felicia, would you… like to go out on a date with me? A real one. I want to spend time with you to get to know _you._ Not the Cat. And not what Peter's told me. You."

Felicia's eyes began to water, as her own heart began to overflow. She smiled, and shook her head instantly.

"Yes. Yes, of course!" She threw herself onto Mary-Jane once more, wrapping her arms around her neck, and kissed her, not sexually but gratefully.

"I'll be happy to go steady with you," she said, causing Mary-Jane to roll her eyes.

"But on one condition," Felicia said.

"And what's that?"

"You let me set it up," she said, laying out her terms. "This time, I'm making _you_ wait a week."

"Oh, shut up you," Mary-Jane said, pulling Felicia's hair playfully. "Patience is rewarded, you know."

"And how about I reward you again, with _this_ ," she cooed, as she melted into Felicia's arms once more.

* * *

Spider-Man jumped up, allowing the car to pass underneath him. Behind him, the thrown car crashed, breaking and cracking the road, but otherwise causing no harm. He landed, and shot webs from his wrists at his foe's feet, encasing them in sticky homemade silk.

"Listen, Aleksei, just because you lost your original suit, doesn't mean you can just steal S.H.I.E.L.D.'s! Have you checked the lost and found yet?"

The Rhino, already enraged by his escape from the Triskelion, roared at Spider-Man.

"Keep it up, Spider-Man! I, Rhino, will knock you down and finally stomp on you!"

"I've heard that before, but it's not gonna be today!"

In his ear, the earpiece crackled. "Keep him there, Spider-Man!"

"And here I wanted to let him go," he replied, his voice as chipper as ever.

The Rhino charged at Spider-Man, but Peter knew this was coming—he pulled on his weblines, pulling the Rhino's feet upwards and slamming him onto his back. The Robotic Heuristic Intelligence Navigable Operative suit creaked, the metal straining to absorb the impact of its literal tonnage hitting the ground.

Aleksei tapped a button within the fist of the R.H.I.N.O. suit, and blue jets of flame burst from the back of the armor, allowing him to get on back his feet. A metal horn emerged from his steely head.

"Take this, Spider-Man!" The horn, with a burst of smoke, fired from his head towards the wall-crawler.

Peter's spider-sense flashed, warning him of the incoming projectile. Not that he didn't already see it. He sidestepped, not quite fast or flashy, but just fast enough for the horn to pass him. Peter instantly realized his mistake.

 _That thing could hit somebody!_

Quickly, Peter launched a webline from his wrists; the web caught the horn-missile just in time to prevent it from hitting a building; at the same time, he spun the makeshift club towards the Rhino. Peter slammed it into him, and the horn-missile exploded, sending the Rhino flying away.

"Whoa! Since when can rhinos shoot their horns like that? I'm pretty sure that wasn't on the Discovery Channel!"

The earpiece crackled again. "We made some modifications to the suit's design to improve its effectiveness."

Peter gasped. "Why would you _ever_ improve a supervillain's work?!"

"Don't ask me. I told Fury that too," said Agent Coulson, his steady voice as reassuring as ever. The man seemed unnaturally calm.

"Just keep him busy for a few more seconds. My team is almost there," said Coulson.

The Rhino looked at Spider-Man, and he pressed another button in the armor's fist. This time, blue flames shot from the armor's feet, allowing the Rhino to _jump_ and land right in front of Spider-Man. The road buckled from the impact with a loud BOOM.

"Yeah, that'd be a lot easier if you told me what _other_ 'improvements' you made to it!" said Spider-Man.

"I'll crush you!" said the Rhino, as he brought his hands together to trap Spider-Man in his clutches. But the web-slinger had a better idea.

 _Oh, this is going to hurt_ , Peter thought.

Just as Rhino's hands came together to press him thinner than a sandwich, Peter flipped his body, throwing his hands behind his head and onto the road, and allowing his legs to fly upwards. His feet slammed into the Rhino's steely jaw, sending him up into the air. The hero completed his flip, landing smoothly and keeping his body low. His feet throbbed with pain, but he was otherwise okay.

Then the ground began to shake violently. And it wasn't the Rhino, who was still in the air.

 _Oh, no. What's happening_? Peter thought frantically. "Coulson, what's going on?"

"My team is here," came the reply.

As the Rhino came back to the ground, he was suddenly hit by a violent wave of kinetic energy, which sent him flying away into what seemed to be an electrical net, which just appeared out of nowhere. The Rhino got caught in the net, entangling him. Then, the net suddenly lit up as electricity flowed through it, shocking and overloading Aleksei's armor. Spider-Man could hear the Rhino scream in fury as the armor began to explode. After a few moments, the net's electricity stopped, and the armor, with one last mechanical whine, deactivated. The Rhino's fists collapsed to the ground.

"He's not dead, is he?" Peter said, worried.

"No, of course not," replied Coulson. "The electricity had just enough voltage to overload the armor. He's unconscious, nothing more."

"Nice flip, Spider-Man," came a feminine voice from behind Peter. He turned to see a young woman with short hair, dressed in a form-fitting black outfit with gold lines going down the suit.

"Thanks. Who are you?"

"They call me Quake, but you can call me Daisy." She held out her hand, and Peter shook it. He noted the impressive gauntlets the woman wore on her wrists.

Daisy noticed, and said "These things help me channel my Inhuman powers."

"She's an agent of S.H.I.E.L.D., and one of our best," added Coulson, his voice clear through the earpiece.

"If she was the one who pushed the Rhino away like that," Peter replied, "I can see why."

"It was no big deal," said Daisy. "I'm happy to help out my favorite hero."

"Aww, you're so kind," Peter said, smiling underneath his mask. "Spread the word, will ya?"

"Will do. Keep it up. Hopefully we can talk more next time," Daisy said. "Work comes first, you know?"

"More than you could know," Peter said. "Thanks a lot for the help, Daisy."

The woman nodded, then returned to the net, where a group of S.H.I.E.L.D. agents were already descending on the Rhino, making sure Aleksei was securely restrained.

Peter touched his hand to the earpiece. "Coulson, got everything under control?"

"Absolutely, web-slinger. Thanks for helping out with that. We considered Sytsevich to be a low-level threat; we never thought he'd be smart enough to escape, especially from the Triskelion."

"That's a hell of a mistake to make, buddy. Don't do that again," Peter said sternly. "People could have gotten hurt. You should know that no prison is ever inescapable. Not even S.H.I.E.L.D.'s."

"No need to tell me. My agents are always ready, just in case something like this happens. Fury sends his regards, by the way."

"Tell Fury if he wants to thank me, he can direct deposit how much he thinks I owe him for saving New York for him. Again."

Coulson chuckled over the earpiece. "I'll pass the message along. You still owe me an autograph, by the way."

"I'll get that to you eventually, Phil. See you around," Peter said, before turning the earpiece off.

 _Just another day in the life of your friendly neighborhood Spider-Man._

Once Peter was sure that S.H.I.E.L.D had things under control, Peter launched a webline at a nearby building. Just he was about to go on his way, he heard a voice behind him.

"Yo, Spider-Man! Hold up a sec, will ya? Got a gift for you!"

He turned to see a man with an apron running towards him, something in his hand. It was a hot dog wrapped in aluminum foil.

"Whoa, a hot dog for me? How'd you know I was hungry?" Peter was immensely grateful. "I think I have change in this uniform somewhere."

"Change?" said the man. "Spider-Man, this one is on the house! For saving my stand and all from that stupid rhino. You deserve it! You can say New York paid for it, how about that?"

"Sounds good to me," Peter said, grabbing the hot dog. _It's nice to be appreciated sometimes._ "Thanks a lot! Something happens, you let me know!" Peter said, before swinging away on his webline.

"Now THAT's a hero," said the man, shaking his head in admiration.

It took a good while to find a building with a decent ledge to sit on, but eventually Peter found one, and he sat down to eat.

When he opened the aluminum foil covering the food, he realized the man had also given him chips and a soda, along with the hot dog.

 _Sometimes I love this city._

Lifting his mask to expose his mouth, Peter scarfed down his food, aware of how hungry he really was. Mary-Jane had been sweet enough to make him pancakes that morning, but now he needed more fuel.

Just as he opened the bag of chips, Peter heard the sound of police sirens. They weren't far, and indeed, below him on the streets, he saw a car being chased by the NYPD. A full-on police chase.

Peter sighed. "So much for enjoying lunch."

He pulled the mask back down, and webbed the rest of his food to his back. He'd save it for later.

"Time to go save the world," he said cheerily, shooting a webline and joining the chase.

"Again!"

 _To be continued..._


End file.
